Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of March 8, 2002 (herein called the “Base Indenture”), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Twenty-Sixth Supplemental Indenture, dated as of September 16, 2016 (the “Indenture”)) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,000,000,000 in aggregate principal amount. This Security is not redeemable prior to January 16, 2027 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is September 13, 2016. Prior to October 16, 2026 (the date that is three months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as a whole or in part, at any time and from time to time, at the election of the Company, at a redemption price (the “Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on October 16, 2026 (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”)) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, together with, in each case, accrued and unpaid interest on the principal amount of the Securities of this series to be redeemed to the Redemption Date. On or after October 16, 2026 (the date that is three months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the date of redemption. For purposes of determining the Optional Redemption Price, the following terms shall apply:
Appears in 1 contract
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of March 8, 2002 (herein called the “Base Indenture”), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Twenty-Sixth Second Supplemental Indenture, dated as of September 16November 4, 2016 2014 (the “Indenture”)) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,000,000,000 750,000,000 in aggregate principal amount. This Security is not redeemable prior to January 16November 4, 2027 2024 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is September 13October 30, 20162014. Prior to October 16, 2026 (the date that is three months prior to the scheduled maturity date for the Securities), the The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as a whole or in part, at any time and from time to time, at the election of the Company, at a redemption price (the “Optional Make-Whole Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on October 16, 2026 (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”)) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, together with, in each case, accrued and unpaid interest on the principal amount of the Securities of this series to be redeemed to the Redemption Date. On or after October 16, 2026 (the date that is three months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the date of redemption. For purposes of determining the Optional Make-Whole Redemption Price, the following terms shall apply:
Appears in 1 contract
Samples: Twenty Second Supplemental Indenture (Bp Capital Markets PLC)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of March 8, 2002 (herein called the “Base Indenture”), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Twenty-Sixth Eighth Supplemental Indenture, dated as of September 16March 10, 2016 (2009 the “Indenture”)) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,000,000,000 750,000,000 in aggregate principal amount. This Security is not redeemable prior to January 16, 2027 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is September 13March 10, 20162009. Prior Interest will be computed on the basis of a 360-day year of twelve 30-day months. If an Event of Default with respect to October 16Securities of this series shall occur and be continuing, 2026 (the date that is three months prior to the scheduled maturity date for the Securities), principal of the Securities of this series are may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company or the Guarantor, or both, with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to redemption upon the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 30 nor more than 60 days’ notice by mail, as a whole or 25% in part, at any time and from time to time, at the election of the Company, at a redemption price (the “Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities of this series at the time Outstanding shall have made written request to be redeemedthe Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and (ii) the sum Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or interest hereon on or after the respective due dates expressed or provided for herein. No reference herein to the Indenture and no provision of this Security or of the present values Indenture shall alter or impair the obligation of the remaining scheduled payments Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes (subject to Section 307 of the Indenture), whether or not this Security be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture provides that the Company and the Guarantor, at the Guarantor’s option, (a) will be discharged from any and all obligations in respect of the Securities (except for certain obligations to register the transfer or exchange of Securities, replace stolen, lost or mutilated Securities, maintain paying agencies and hold moneys for payment in trust) or (b) need not comply with certain restrictive covenants of the Indenture, in each case if the Company or the Guarantor deposits, in trust, with the Trustee money or Government Obligations which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Securities on the dates such payments are due in accordance with the terms of this series to be redeemed that would be due if such Securities matured on October 16and Guarantees, 2026 (not including any portion of payments of interest accrued to and certain other conditions are satisfied. Except in the date of redemption (the “Redemption Date”)) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, together with, limited circumstances described in each case, accrued and unpaid interest on the principal amount Section 305 of the Securities of this series to be redeemed to the Redemption Date. On or after October 16, 2026 (the date that is three months prior to the scheduled maturity date for the Securities)Indenture, the Securities of this series shall be issued in the form of one or more Global Securities and The Depository Trust Company shall be the Depositary for such Global Security or Securities. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Security shall be governed by and construed in accordance with the laws of the State of New York, except that the authorization and execution of this Security shall be governed by the laws of the jurisdiction of organization of the Company. GUARANTEE OF BP P.L.C. For value received, BP p.l.c., a corporation duly organized and existing under the laws of England and Wales (herein called the “Guarantor”, which term includes any successor corporation under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee referred to in such Indenture due and prompt payment of the principal of and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of BP CAPITAL MARKETS P.L.C., a corporation duly organized and existing under the laws of England and Wales (herein called the “Company”, which term includes any successor corporation under such Indenture) punctually to make any such principal or interest payment, the Guarantor hereby agrees to cause any such payment to be made promptly when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby further agrees, subject to redemptionthe limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in whole or in partwhich the Guarantor is incorporated, shall at any time and from time to time at a redemption price equal to 100% be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of the principal amount of the Securities any amounts to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excludingpaid by the Guarantor under this Guarantee, the date Guarantor will pay to the Holder of redemption. For purposes such Security such additional amounts as may be necessary in order that the net amounts paid to such Holder of determining such Security who, with respect to any such tax, assessment or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be not less than the Optional Redemption Priceamounts specified in such Security to which such Holder is entitled; provided, however, that the following terms Guarantor shall applynot be required to make any payment of additional amounts (1) for or on account of any such tax, assessment or governmental charge imposed by the United States or any political subdivision or taxing authority thereof or therein or (2) for or on account of:
Appears in 1 contract
Samples: Eighth Supplemental Indenture (Bp Capital Markets PLC)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of March 8June 4, 2002 2003 (herein called the “Base Indenture”), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Twenty-Sixth Eighteenth Supplemental Indenture, dated as of September 16May 17, 2016 2024, and the Nineteenth Supplemental Indenture, dated as of November 25, 2024 (the “Indenture”)) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,000,000,000 1,150,000,000 in aggregate principal amount. This Security is not redeemable prior to January 16November 17, 2027 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture (as amended pursuant to the Eighteenth Supplemental Indenture); the date specified for the Securities of this series, for purposes of said Section 1108, is September 13May 15, 20162024. Prior to October 1617, 2026 2027 (one month prior to their maturity date) (the date that is three months prior to the scheduled maturity date for the Securities“Par Call Date”), the Company may redeem the Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mailat its option, as a in whole or in part, at any time and from time to time, at the election a Redemption Price (expressed as a percentage of the Company, at a redemption price (the “Optional Redemption Price”principal amount and rounded to three decimal places) equal to the greater of (i) 100% of the principal amount of the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on October 16, 2026 (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”)) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, together with, in each case, accrued and unpaid interest on the principal amount of the Securities of this series to be redeemed to the Redemption Date. On or after October 16, 2026 (the date that is three months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the date of redemption. For purposes of determining the Optional Redemption Price, the following terms shall applyof:
Appears in 1 contract
Samples: Nineteenth Supplemental Indenture (Bp Capital Markets America Inc)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of March 8, 2002 (herein called the “Base Indenture”), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Twenty-Sixth Eighth Supplemental Indenture, dated as of September 16March 10, 2016 (2009 the “Indenture”)) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,000,000,000 1,500,000,000 in aggregate principal amount. This Security is not redeemable prior to January 16, 2027 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is September 13March 10, 20162009. Prior Interest will be computed on the basis of a 360-day year of twelve 30-day months. If an Event of Default with respect to October 16Securities of this series shall occur and be continuing, 2026 (the date that is three months prior to the scheduled maturity date for the Securities), principal of the Securities of this series are may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company or the Guarantor, or both, with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to redemption upon the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 30 nor more than 60 days’ notice by mail, as a whole or 25% in part, at any time and from time to time, at the election of the Company, at a redemption price (the “Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities of this series at the time Outstanding shall have made written request to be redeemedthe Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and (ii) the sum Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or interest hereon on or after the respective due dates expressed or provided for herein. No reference herein to the Indenture and no provision of this Security or of the present values Indenture shall alter or impair the obligation of the remaining scheduled payments Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes (subject to Section 307 of the Indenture), whether or not this Security be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture provides that the Company and the Guarantor, at the Guarantor’s option, (a) will be discharged from any and all obligations in respect of the Securities (except for certain obligations to register the transfer or exchange of Securities, replace stolen, lost or mutilated Securities, maintain paying agencies and hold moneys for payment in trust) or (b) need not comply with certain restrictive covenants of the Indenture, in each case if the Company or the Guarantor deposits, in trust, with the Trustee money or Government Obligations which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Securities on the dates such payments are due in accordance with the terms of this series to be redeemed that would be due if such Securities matured on October 16and Guarantees, 2026 (not including any portion of payments of interest accrued to and certain other conditions are satisfied. Except in the date of redemption (the “Redemption Date”)) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, together with, limited circumstances described in each case, accrued and unpaid interest on the principal amount Section 305 of the Securities of this series to be redeemed to the Redemption Date. On or after October 16, 2026 (the date that is three months prior to the scheduled maturity date for the Securities)Indenture, the Securities of this series shall be issued in the form of one or more Global Securities and The Depository Trust Company shall be the Depositary for such Global Security or Securities. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Security shall be governed by and construed in accordance with the laws of the State of New York, except that the authorization and execution of this Security shall be governed by the laws of the jurisdiction of organization of the Company. GUARANTEE OF BP P.L.C. For value received, BP p.l.c., a corporation duly organized and existing under the laws of England and Wales (herein called the “Guarantor”, which term includes any successor corporation under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee referred to in such Indenture due and prompt payment of the principal of and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of BP CAPITAL MARKETS P.L.C., a corporation duly organized and existing under the laws of England and Wales (herein called the “Company”, which term includes any successor corporation under such Indenture) punctually to make any such principal or interest payment, the Guarantor hereby agrees to cause any such payment to be made promptly when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby further agrees, subject to redemptionthe limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in whole or in partwhich the Guarantor is incorporated, shall at any time and from time to time at a redemption price equal to 100% be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of the principal amount of the Securities any amounts to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excludingpaid by the Guarantor under this Guarantee, the date Guarantor will pay to the Holder of redemption. For purposes such Security such additional amounts as may be necessary in order that the net amounts paid to such Holder of determining such Security who, with respect to any such tax, assessment or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be not less than the Optional Redemption Priceamounts specified in such Security to which such Holder is entitled; provided, however, that the following terms Guarantor shall applynot be required to make any payment of additional amounts (1) for or on account of any such tax, assessment or governmental charge imposed by the United States or any political subdivision or taxing authority thereof or therein or (2) for or on account of:
Appears in 1 contract
Samples: Eighth Supplemental Indenture (Bp Capital Markets PLC)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued outside France in one or more series under an Indenture, dated as of March 8October 2, 2002 2009, as supplemented by the first supplemental indenture, dated October 11, 2018, the second supplemental indenture, dated July 22, 2020, the third supplemental indenture, dated June 17, 2021, and the fourth supplemental indenture dated April 5, 2024 (herein called the “Base Indenture”), among the Company, as Issuerissuer, BP p.l.c.TotalEnergies SE, as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust CompanyMellon, N.A. (as successor to JPMorgan Chase Bank)acting through its London Branch, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Twenty-Sixth Supplemental Indenture), dated as of September 16, 2016 (the “Indenture”)) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,000,000,000 in aggregate principal amountamount to U.S.$1,250,000,000. This Security is not redeemable prior to January 16, 2027 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is September 13, 2016. Prior to October 16, 2026 (the date that is three months prior to the scheduled maturity date for the Securities), the The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as a follows: (A) prior to January 5, 2034 (three months prior to the Stated Maturity), the Company may redeem the Securities at its option, in whole or in part, at any time and from time to time, at the election of the Company, at a redemption price price(expressed as a percentage of principal amount and rounded to three decimal places) (the “Optional Make-Whole Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities of this series to be redeemed, and (iia) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on October 16, 2026 (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”)) thereon discounted to the Redemption Date relevant redemption date (assuming the notes matured on January 5, 2034) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 15 basis points, together withless (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the notes to be redeemed, plus, in each either case, accrued and unpaid interest on the principal amount of the Securities of this series to be redeemed thereon to the Redemption Date. On redemption date and (B) on or after October 16January 5, 2026 2034 (the date that is three months prior to the scheduled maturity date for the SecuritiesStated Maturity), the Securities of this series are subject to redemptionCompany may redeem the Securities, in whole or in part, at any time and from time to time time, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, notes being redeemed plus accrued and unpaid interest, if any, interest thereon to, but excluding, to the date of redemptionredemption date. For purposes of determining the Optional Make-Whole Redemption Price, the following terms shall apply:definitions are applicable.
Appears in 1 contract
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of March 8, 2002 (herein called the “Base Indenture”), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Twenty-Sixth Fourth Supplemental Indenture, dated as of September 16March 17, 2016 2015 (the “Indenture”)) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,000,000,000 in aggregate principal amount. This Security is not redeemable prior to January 16March 17, 2027 2022 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is September 13March 12, 20162015. Prior to October 16, 2026 (the date that is three months prior to the scheduled maturity date for the Securities), the The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as a whole or in part, at any time and from time to time, at the election of the Company, at a redemption price (the “Optional Make-Whole Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on October 16, 2026 (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”)) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, together with, in each case, accrued and unpaid interest on the principal amount of the Securities of this series to be redeemed to the Redemption Date. On or after October 16, 2026 (the date that is three months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the date of redemption. For purposes of determining the Optional Make-Whole Redemption Price, the following terms shall apply:
Appears in 1 contract
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of March 8June 4, 2002 2003 (herein called the “Base Indenture”), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Twenty-Sixth Eighteenth Supplemental Indenture, dated as of September 16May 17, 2016 2024, and the Nineteenth Supplemental Indenture, dated as of November 25, 2024 (the “Indenture”)) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,000,000,000 1,950,000,000 in aggregate principal amount. This Security is not redeemable prior to January 16November 17, 2027 2034 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture (as amended pursuant to the Eighteenth Supplemental Indenture); the date specified for the Securities of this series, for purposes of said Section 1108, is September 13May 15, 20162024. Prior to October 16August 17, 2026 2034 (the date that is three months prior to their maturity date) (the scheduled maturity date for the Securities“Par Call Date”), the Company may redeem the Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mailat its option, as a in whole or in part, at any time and from time to time, at the election a Redemption Price (expressed as a percentage of the Company, at a redemption price (the “Optional Redemption Price”principal amount and rounded to three decimal places) equal to the greater of (i) 100% of the principal amount of the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on October 16, 2026 (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”)) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, together with, in each case, accrued and unpaid interest on the principal amount of the Securities of this series to be redeemed to the Redemption Date. On or after October 16, 2026 (the date that is three months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the date of redemption. For purposes of determining the Optional Redemption Price, the following terms shall applyof:
Appears in 1 contract
Samples: Nineteenth Supplemental Indenture (Bp Capital Markets America Inc)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of March 8June 4, 2002 2003 (herein called the “Base Indenture”), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Twenty-Sixth Nineteenth Supplemental Indenture, dated as of September 16November 25, 2016 2024 (the “Indenture”)) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,000,000,000 650,000,000 in aggregate principal amount. This Security is not redeemable prior to January 16November 25, 2027 2029 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture (as amended pursuant to the Nineteenth Supplemental Indenture); the date specified for the Securities of this series, for purposes of said Section 1108, is September 13November 20, 20162024. Prior to October 1625, 2026 2029 (one month prior to their maturity date) (the date that is three months prior to the scheduled maturity date for the Securities“Par Call Date”), the Company may redeem the Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mailat its option, as a in whole or in part, at any time and from time to time, at the election a Redemption Price (expressed as a percentage of the Company, at a redemption price (the “Optional Redemption Price”principal amount and rounded to three decimal places) equal to the greater of (i) 100% of the principal amount of the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on October 16, 2026 (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”)) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, together with, in each case, accrued and unpaid interest on the principal amount of the Securities of this series to be redeemed to the Redemption Date. On or after October 16, 2026 (the date that is three months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the date of redemption. For purposes of determining the Optional Redemption Price, the following terms shall applyof:
Appears in 1 contract
Samples: Nineteenth Supplemental Indenture (Bp Capital Markets America Inc)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of March 8, 2002 (herein called the “Base Indenture”), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Twenty-Sixth Third Supplemental Indenture, dated as of September 16February 13, 2016 2015 (the “Indenture”)) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,000,000,000 850,000,000 in aggregate principal amount. This Security is not redeemable prior to January 16February 13, 2027 2018 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is September 13February 10, 20162015. Prior to October 16, 2026 (the date that is three months prior to the scheduled maturity date for the Securities), the The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, as a whole or in part, at any time and from time to time, at the election of the Company, at a redemption price (the “Optional Make-Whole Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on October 16, 2026 (not including any portion of payments of interest accrued to the date of redemption (the “Redemption Date”)) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 10 basis points, together with, in each case, accrued and unpaid interest on the principal amount of the Securities of this series to be redeemed to the Redemption Date. On or after October 16, 2026 (the date that is three months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the date of redemption. For purposes of determining the Optional Make-Whole Redemption Price, the following terms shall apply:
Appears in 1 contract
Samples: Twenty Third Supplemental Indenture (Bp Capital Markets PLC)
